eBusiness Weekly
Business Writer
Arden Capital (Arden) has re-proposed winding down operations after a lapse of its previous proposal due to delayed approval from the Reserve Bank of Zimbabwe (RBZ).
The central bank delayed the approval until February 2022, when it gave the company the go-ahead, subject to certain conditions.
“…the board has resolved to re-propose to Shareholders a voluntary liquidation of the Company which will result in the cancellation and delisting of Arden Capital shares on the JSE.
“In anticipation of the Voluntary Liquidation, the Board has re-proposed a pro-rata unbundling of all the issued shares it holds in Arden Enterprises Ltd. (“AEL”) to Shareholders as a first step towards an orderly wind-up of the Company’s affairs prior to the Voluntary Liquidation (“Unbundling”).
“The distribution ratio shall be 1 ordinary AEL share for every 1 ordinary share held in Arden Capital on the Unbundling record date,” the company said in an investor update.
AEL is a wholly owned subsidiary through which the Company holds all its assets and liabilities. Following the unbundling, Arden Capital will effectively revert to a shell company, allowing for the orderly voluntary wind-up of the Company’s affairs.
The company in June 2021 said that it had commenced a process of reviewing the Company’s prospects, financial health, strategy, and ability to continue to operate as a listed investment holding company.
As part of the transaction, the voluntary liquidation will see the cancellation and delisting of Arden shares on the Johannesburg Stock Exchange (JSE).
The company on 20 December 2021 and 17 January 2022 advised its Shareholders that the Conditions Precedent to the proposed Unbundling and Voluntary Liquidation, as contained in paragraph 5 of the Circular, had lapsed as a result of a delay in receiving approval from the RBZ.
As part of the transaction, Arden also sold its sale of the logistics company FML, which moves bulk fuel across the region, for US$1 million for which the net proceeds will be used to pay off debts.
The sale was done to an unrelated third party for a consideration of US$1 million (R15, 315,700.00 at an exchange rate of 15.3157, being the ZAR: USD exchange rate at the date of the disposal.
Accordingly, to Arden, the net proceeds will be deployed towards settling various third-party creditors and other liabilities.
Arden was originally established as a listed investment company through which Shareholders could gain exposure to various investment sectors with a focus on investing in Zimbabwe.
The Group’s listing was aimed at achieving liquidity for its Shareholders by providing them with a tradeable instrument on an internationally recognised stock exchange and providing the Company with a platform through which to raise future funding for the growth of its portfolio.
Arden said to enable the Unbundling, a dividend may only be declared out of accumulated profits.
